ELEXSYS INTERNATIONAL, INC.

                        1996 EMPLOYEE STOCK PURCHASE PLAN

                             Adopted January 8, 1996

                  Approved by Shareholders on January 30, 1996


1.       PURPOSE.

         (a) The purpose of the 1996 Employee  Stock  Purchase Plan (the "Plan")
is to provide a means by which  employees  of  Elexsys  International,  Inc.,  a
Delaware  corporation  (the  "Company"),  and  its  Affiliates,  as  defined  in
subparagraph 1(b), which are designated as provided in subparagraph 2(b), may be
given an opportunity to purchase stock of the Company.

         (b)  The  word  "Affiliate"  as  used  in the  Plan  means  any  parent
corporation or subsidiary  corporation of the Company as those terms are defined
in Sections 424(e) and (f), respectively,  of the Internal Revenue Code of 1986,
as amended (the "Code").

         (c) The Company,  by means of the Plan, seeks to retain the services of
its  employees,  to secure and  retain the  services  of new  employees,  and to
provide  incentives for such persons to exert maximum efforts for the success of
the Company.

         (d) The  Company  intends  that the  rights  to  purchase  stock of the
Company  granted under the Plan be considered  options issued under an "employee
stock purchase plan" as that term is defined in Section 423(b) of the Code.

2.       ADMINISTRATION.

         (a) The Plan  shall be  administered  by the  Board of  Directors  (the
"Board") of the Company unless and until the Board delegates administration to a
Committee,  as  provided  in  subparagraph  2(c).  Whether  or not the Board has
delegated administration,  the Board shall have the final power to determine all
questions of policy and expediency that may arise in the  administration  of the
Plan.

         (b) The  Board  shall  have the  power,  subject  to,  and  within  the
limitations of, the express provisions of the Plan:

                  (i) To determine  when and how rights to purchase stock of the
Company  shall be granted  and the  provisions  of each  offering of such rights
(which need not be identical).




<PAGE>



                  (ii) To designate  from time to time which  Affiliates  of the
Company shall be eligible to participate in the Plan.

                  (iii) To construe and  interpret  the Plan and rights  granted
under it, and to  establish,  amend and  revoke  rules and  regulations  for its
administration.  The Board,  in the  exercise  of this  power,  may  correct any
defect,  omission or inconsistency in the Plan, in a manner and to the extent it
shall deem necessary or expedient to make the Plan fully effective.

                  (iv)     To amend the Plan as provided in paragraph 13.

                  (v)  Generally,  to exercise  such powers and to perform  such
acts as the Board deems  necessary or expedient to promote the best interests of
the  Company  and its  Affiliates  and to carry out the intent  that the Plan be
treated as an "employee  stock  purchase plan" within the meaning of Section 423
of the Code.

         (c) The Board may  delegate  administration  of the Plan to a Committee
composed  of not fewer than two (2) members of the Board (the  "Committee").  If
administration  is  delegated  to a  Committee,  the  Committee  shall have,  in
connection with the administration of the Plan, the powers theretofore possessed
by the Board, subject,  however, to such resolutions,  not inconsistent with the
provisions  of the Plan,  as may be adopted from time to time by the Board.  The
Board  may  abolish  the  Committee  at any time and  revest  in the  Board  the
administration of the Plan.

3.       SHARES SUBJECT TO THE PLAN.

         (a) Subject to the  provisions of paragraph 12 relating to  adjustments
upon  changes in stock,  the stock that may be sold  pursuant to rights  granted
under the Plan shall not exceed in the  aggregate  two  hundred  fifty  thousand
(250,000)  shares of the  Company's  common stock (the "Common  Stock").  If any
right granted under the Plan shall for any reason terminate  without having been
exercised,  the Common Stock not  purchased  under such right shall again become
available for the Plan.

         (b) The stock subject to the Plan may be unissued  shares or reacquired
shares, bought on the market or otherwise.

4.       GRANT OF RIGHTS; OFFERING.

         (a) The Board or the  Committee  may from time to time grant or provide
for the grant of rights to purchase  Common Stock of the Company  under the Plan
to  eligible  employees  (an  "Offering")  on a date  or  dates  (the  "Offering
Date(s)") selected by the Board or the Committee. Each Offering shall be in such
form and shall  contain such terms and  conditions as the Board or the Committee
shall deem  appropriate,  which shall  comply with the  requirements  of Section
423(b)(5) of the Code that all employees  granted rights to purchase stock under
the Plan shall have the same rights and privileges.  The terms and conditions of
an Offering shall be incorporated by reference into the Plan and treated as part
of the Plan. The provisions of


                                       2.

<PAGE>



separate  Offerings  need not be  identical,  but each  Offering  shall  include
(through  incorporation  of the  provisions  of this  Plan by  reference  in the
memorandum  documenting  the Offering or otherwise)  the period during which the
Offering  shall be effective,  which period shall not exceed  twenty-seven  (27)
months  beginning  with the  Offering  Date,  the  substance  of the  provisions
contained in paragraphs 5 through 8, inclusive.


         (b) If an employee has more than one right  outstanding under the Plan,
unless  he or  she  otherwise  indicates  in  agreements  or  notices  delivered
hereunder:  (1) each  agreement  or notice  delivered by that  employee  will be
deemed to apply to all of his or her rights under the Plan, and (2) a right with
a  lower  exercise  price  (or an  earlier-granted  right,  if two  rights  have
identical  exercise  prices),  will be exercised to the fullest  possible extent
before a right with a higher  exercise price (or a  later-granted  right, if two
rights have identical exercise prices) will be exercised.


5.       ELIGIBILITY.

         (a) Rights may be granted  only to  employees of the Company or, as the
Board or the  Committee  may  designate  as provided in  subparagraph  2(b),  to
employees of any  Affiliate of the Company.  Except as provided in  subparagraph
5(b),  an employee of the Company or any  Affiliate  shall not be eligible to be
granted rights under the Plan,  unless,  on the Offering Date, such employee has
been in the employ of the Company or any  Affiliate for such  continuous  period
preceding such grant as the Board or the Committee may require,  but in no event
shall the required  period of continuous  employment be equal to or greater than
two (2) years.  In addition,  unless  otherwise  determined  by the Board or the
Committee and set forth in the terms of the applicable Offering,  no employee of
the Company or any  Affiliate  shall be eligible to be granted  rights under the
Plan,  unless, on the Offering Date, such employee's  customary  employment with
the  Company or such  Affiliate  is at least  twenty  (20) hours per week and at
least five (5) months per calendar year.

         (b) The Board or the Committee may provide that each person who, during
the course of an Offering,  first becomes an eligible employee of the Company or
designated  Affiliate  will, on a date or dates  specified in the Offering which
coincides  with the day on which such  person  becomes an  eligible  employee or
occurs  thereafter,  receive a right  under that  Offering,  which  right  shall
thereafter  be deemed to be a part of that  Offering.  Such right shall have the
same  characteristics as any rights originally  granted under that Offering,  as
described herein, except that:

                  (i) the  date on which  such  right  is  granted  shall be the
"Offering Date" of such right for all purposes,  including  determination of the
exercise price of such right;

                  (ii) the  period of the  Offering  with  respect to such right
shall  begin  on its  Offering  Date  and end  coincident  with  the end of such
Offering; and



                                       3.

<PAGE>



                  (iii)  the Board or the  Committee  may  provide  that if such
person  first  becomes an eligible  employee  within a specified  period of time
before the end of the Offering,  he or she will not receive any right under that
Offering.

         (c) No employee shall be eligible for the grant of any rights under the
Plan if, immediately after any such rights are granted, such employee owns stock
possessing five percent (5%) or more of the total combined voting power or value
of all classes of stock of the Company or of any Affiliate. For purposes of this
subparagraph  5(c),  the  rules of  Section  424(d) of the Code  shall  apply in
determining the stock  ownership of any employee,  and stock which such employee
may purchase under all outstanding  rights and options shall be treated as stock
owned by such employee.

         (d) An eligible  employee may be granted  rights under the Plan only if
such  rights,  together  with any other rights  granted  under  "employee  stock
purchase  plans" of the  Company and any  Affiliates,  as  specified  by Section
423(b)(8) of the Code, do not permit such employee's rights to purchase stock of
the  Company  or any  Affiliate  to accrue at a rate which  exceeds  twenty-five
thousand dollars ($25,000) of fair market value of such stock (determined at the
time such rights are  granted) for each  calendar  year in which such rights are
outstanding at any time.

         (e)  Officers  of the  Company and any  designated  Affiliate  shall be
eligible to participate in Offerings under the Plan, provided, however, that the
Board  may  provide  in an  Offering  that  certain  employees  who  are  highly
compensated  employees  within the meaning of Section  423(b)(4)(D)  of the Code
shall not be eligible to participate.

6.       RIGHTS; PURCHASE PRICE.

         (a) On each  Offering  Date,  each  eligible  employee,  pursuant to an
Offering  made under the Plan,  shall be granted the right to purchase up to the
number of shares of Common  Stock of the Company  purchasable  with a percentage
designated by the Board or the Committee not exceeding  fifteen percent (15%) of
such  employee's  Earnings (as defined in  subparagraph  7(a)) during the period
which  begins  on the  Offering  Date (or such  later  date as the  Board or the
Committee  determines for a particular  Offering) and ends on the date stated in
the Offering,  which date shall be no more than  twenty-seven  (27) months after
the Offering Date. The Board or the Committee  shall establish one or more dates
during an Offering (the  "Purchase  Date(s)") on which rights  granted under the
Plan shall be exercised  and purchases of Common Stock carried out in accordance
with such Offering.  In connection  with each Offering made under this Plan, the
Board or the  Committee  may  specify  a maximum  number of shares  which may be
purchased by any employee as well as a maximum  aggregate number of shares which
may be  purchased  by all  eligible  employees  pursuant  to such  Offering.  In
addition, in connection with each Offering which contains more than one Purchase
Date (as  defined in the  relevant  Offering),  the Board or the  Committee  may
specify a maximum  aggregate  number of  shares  which may be  purchased  by all
eligible  employees  on any  given  Purchase  Date  under the  Offering.  If the
aggregate  purchase of shares upon exercise of rights granted under the Offering
would exceed any such maximum aggregate number, the Board or the Committee shall
make a pro rata


                                       4.

<PAGE>



allocation  of the shares  available  in as nearly a uniform  manner as shall be
practicable and as it shall deem to be equitable.

         (b) The purchase  price of stock  acquired  pursuant to rights  granted
under the Plan shall be not less than the lesser of:

                  (i) an amount equal to  eighty-five  percent (85%) of the fair
market value of the stock on the Offering Date; or

                  (ii) an amount equal to eighty-five  percent (85%) of the fair
market value of the stock on the Purchase Date.

7.       PARTICIPATION; WITHDRAWAL; TERMINATION.

         (a) An eligible  employee may become a participant in the Plan pursuant
to an Offering by delivering a participation agreement to the Company within the
time specified in the Offering, in such form as the Company provides.  Each such
agreement shall  authorize  payroll  deductions of up to the maximum  percentage
specified by the Board or the Committee of such  employee's  Earnings during the
Offering.  "Earnings"  is  defined  as an  employee's  regular  salary  or wages
(including  amounts thereof  elected to be deferred by the employee,  that would
otherwise  have been paid,  under any  arrangement  established  by the  Company
intended to comply with Section 401(k), Section 402(e)(3),  Section 125, Section
402(h),  or Section 403(b) of the Code, and also including any deferrals under a
non-qualified  deferred  compensation  plan or  arrangement  established  by the
Company),  which shall include or exclude  bonuses,  commissions,  overtime pay,
incentive pay, profit sharing, other remuneration paid directly to the employee,
the cost of employee benefits paid for by the Company or an Affiliate, education
or tuition  reimbursements,  imputed income arising under any group insurance or
benefit program, traveling expenses, business and moving expense reimbursements,
income  received in connection  with stock  options,  contributions  made by the
Company or an Affiliate  under any employee  benefit plan,  and similar items of
compensation,  as determined by the Board or Committee.  The payroll  deductions
made for each  participant  shall be credited to an account for such participant
under the Plan and shall be deposited  with the general funds of the Company.  A
participant  may reduce  (including  to zero) or increase or begin such  payroll
deductions,  and an eligible employee may begin such payroll  deductions,  after
the  beginning  of  any  Offering  only  as  provided  for in  the  Offering.  A
participant  may  make  additional  payments  into  his or her  account  only if
specifically  provided for in the Offering and only if the  participant  has not
had the maximum amount withheld during the Offering.

         (b) At any time during an Offering,  a participant may terminate his or
her  payroll  deductions  under  the Plan and  withdraw  from  the  Offering  by
delivering  to the  Company a notice of  withdrawal  in such form as the Company
provides.  Such  withdrawal  may be  elected at any time prior to the end of the
Offering except as provided by the Board or the Committee in the Offering.  Upon
such withdrawal from the Offering by a participant, the Company shall distribute
to such participant all of his or her accumulated payroll deductions (reduced to
the extent,  if any,  such  deductions  have been used to acquire  stock for the
participant) under the


                                       5.

<PAGE>



Offering,  without interest,  and such  participant's  interest in that Offering
shall be automatically  terminated.  A participant's withdrawal from an Offering
will have no effect upon such  participant's  eligibility  to participate in any
other Offerings under the Plan but such  participant will be required to deliver
a new  participation  agreement in order to participate in subsequent  Offerings
under the Plan.

         (c)  Rights  granted  pursuant  to any  Offering  under the Plan  shall
terminate immediately upon cessation of any participating  employee's employment
with the Company and any designated  Affiliate,  for any reason, and the Company
shall  distribute  to such  terminated  employee  all of his or her  accumulated
payroll  deductions  (reduced to the extent,  if any, such  deductions have been
used to acquire stock for the terminated employee),  under the Offering, without
interest.

         (d)  Rights  granted  under  the Plan  shall not be  transferable  by a
participant  otherwise than by will or the laws of descent and distribution,  or
by beneficiary designation as provided in paragraph 14, and shall be exercisable
only by the person to whom such rights are granted.

8.       EXERCISE.

         (a) On each  Purchase  Date,  each  participant's  accumulated  payroll
deductions  and  other  additional  payments  specifically  provided  for in the
Offering  (without any increase for interest) will be applied to the purchase of
whole  shares  of stock of the  Company,  up to the  maximum  number  of  shares
permitted pursuant to the terms of the Plan and the applicable Offering,  at the
purchase price specified in the Offering.  No fractional  shares shall be issued
upon the  exercise of rights  granted  under the Plan.  The  amount,  if any, of
accumulated payroll deductions remaining in each participant's account after the
purchase of shares which is less than the amount  required to purchase one share
of stock on the final  Purchase  Date of an Offering  shall be held in each such
participant's  account for the purchase of shares under the next Offering  under
the Plan, unless such participant withdraws from such next Offering, as provided
in  subparagraph  7(b), or is no longer  eligible to be granted rights under the
Plan, as provided in paragraph 5, in which case such amount shall be distributed
to the  participant  after  the final  Purchase  Date of the  Offering,  without
interest. The amount, if any, of accumulated payroll deductions remaining in any
participant's  account after the purchase of shares which is equal to the amount
required  to purchase  whole  shares of stock on the final  Purchase  Date of an
Offering  shall be distributed  in full to the  participant  after such Purchase
Date, without interest.

         (b) No rights  granted  under the Plan may be  exercised  to any extent
unless  the shares to be issued  upon such  exercise  under the Plan  (including
rights granted  thereunder) are covered by an effective  registration  statement
pursuant to the  Securities Act of 1933, as amended (the  "Securities  Act") and
the Plan is in material compliance with all applicable state,  foreign and other
securities  and other laws  applicable to the Plan. If on a Purchase Date in any
Offering  hereunder  the Plan is not so  registered  or in such  compliance,  no
rights  granted  under  the  Plan or any  Offering  shall be  exercised  on said
Purchase  Date and the Purchase  Date shall be delayed until the Plan is subject
to such an effective registration statement and such compliance, except that the
Purchase  Date  shall not be delayed  more than two (2) months and the  Purchase
Date


                                       6.

<PAGE>



shall in no event be more than  twenty-seven (27) months from the Offering Date.
If on the  Purchase  Date of any Offering  hereunder,  as delayed to the maximum
extent permissible, the Plan is not registered and in such compliance, no rights
granted  under  the Plan or any  Offering  shall be  exercised  and all  payroll
deductions  accumulated during the Offering (reduced to the extent, if any, such
deductions  have  been  used to  acquire  stock)  shall  be  distributed  to the
participants, without interest.

9.       COVENANTS OF THE COMPANY.

         (a) During the terms of the rights  granted under the Plan, the Company
shall  keep  available  at all times the number of shares of stock  required  to
satisfy such rights.

         (b) The Company shall seek to obtain from each federal,  state, foreign
or other regulatory  commission or agency having jurisdiction over the Plan such
authority as may be required to issue and sell shares of stock upon  exercise of
the rights granted under the Plan. If, after reasonable efforts,  the Company is
unable to obtain from any such  regulatory  commission  or agency the  authority
which counsel for the Company deems  necessary for the lawful  issuance and sale
of stock under the Plan,  the Company  shall be relieved  from any liability for
failure to issue and sell stock upon  exercise of such  rights  unless and until
such authority is obtained.

10.      USE OF PROCEEDS FROM STOCK.

         Proceeds  from the sale of stock  pursuant to rights  granted under the
Plan shall constitute general funds of the Company.

11.      RIGHTS AS A SHAREHOLDER.

         A  participant  shall not be deemed to be the holder of, or to have any
of the rights of a holder with respect to, any shares  subject to rights granted
under the Plan unless and until the  participant's  shareholdings  acquired upon
exercise of rights hereunder are recorded in the books of the Company.

12.      ADJUSTMENTS UPON CHANGES IN STOCK.

         (a) If any change is made in the stock  subject to the Plan, or subject
to  any  rights   granted  under  the  Plan  (through   merger,   consolidation,
reorganization,  recapitalization,  stock  dividend,  dividend in property other
than cash, stock split, liquidating dividend, combination of shares, exchange of
shares,  change in corporate  structure or other  transaction  not involving the
receipt of consideration by the Company),  the Plan and outstanding  rights will
be appropriately  adjusted in the class(es) and maximum number of shares subject
to the Plan and the  class(es) and number of shares and price per share of stock
subject to outstanding  rights.  Such adjustments  shall be made by the Board or
Committee,  the  determination of which shall be final,  binding and conclusive.
(The  conversion  of any  convertible  securities  of the  Company  shall not be
treated as a  "transaction  not  including the receipt of  consideration  by the
Company.")



                                       7.

<PAGE>



          (b) In the event of: (1) a dissolution  or liquidation of the Company;
(2) a  merger  or  consolidation  in  which  the  Company  is not the  surviving
corporation;  (3) a  reverse  merger  in  which  the  Company  is the  surviving
corporation but the shares of the Company's Common Stock outstanding immediately
preceding the merger are converted by virtue of the merger into other  property,
whether in the form of securities,  cash or otherwise;  or (4) any other capital
reorganization  in which  more than  fifty  percent  (50%) of the  shares of the
Company entitled to vote are exchanged,  then, as determined by the Board in its
sole discretion (i) any surviving  corporation may assume  outstanding rights or
substitute  similar  rights  for  those  under the Plan,  (ii) such  rights  may
continue in full force and effect, or (iii)  participants'  accumulated  payroll
deductions  may be  used to  purchase  Common  Stock  immediately  prior  to the
transaction  described  above and the  participants'  rights  under the  ongoing
Offering terminated.

13.      AMENDMENT OF THE PLAN.

         (a) The Board at any time,  and from time to time,  may amend the Plan.
However, except as provided in paragraph 12 relating to adjustments upon changes
in stock, no amendment shall be effective unless approved by the shareholders of
the  Company  within  twelve  (12)  months  before or after the  adoption of the
amendment, where the amendment will:

                  (i)  Increase  the number of shares  reserved for rights under
the Plan;

                  (ii) Modify the provisions as to eligibility for participation
in the Plan (to the extent such modification  requires  shareholder  approval in
order  for the Plan to obtain  employee  stock  purchase  plan  treatment  under
Section  423 of the  Code or to  comply  with  the  requirements  of Rule  16b-3
promulgated  under the  Securities  Exchange Act of 1934, as amended ("Rule 16b-
3")); or

                  (iii)  Modify  the Plan in any other way if such  modification
requires  shareholder  approval in order for the Plan to obtain  employee  stock
purchase  plan  treatment  under  Section  423 of the Code or to comply with the
requirements of Rule 16b-3.

It is  expressly  contemplated  that the Board may amend the Plan in any respect
the Board deems  necessary or advisable to provide  eligible  employees with the
maximum benefits provided or to be provided under the provisions of the Code and
the regulations promulgated thereunder relating to employee stock purchase plans
and/or  to bring  the  Plan  and/or  rights  granted  under  it into  compliance
therewith.

         (b) Rights and obligations under any rights granted before amendment of
the Plan shall not be impaired  by any  amendment  of the Plan,  except with the
consent of the person to whom such rights were granted or except as necessary to
comply with any laws or governmental regulation.



                                       8.

<PAGE>


14.      DESIGNATION OF BENEFICIARY.

         (a) A participant  may file a written  designation of a beneficiary who
is to receive any shares and cash, if any, from the participant's  account under
the Plan in the event of such  participant's  death  subsequent to the end of an
Offering but prior to delivery to the  participant  of such shares and cash.  In
addition,  a participant may file a written  designation of a beneficiary who is
to receive any cash from the  participant's  account under the Plan in the event
of such participant's death during an Offering.

         (b) Such  designation of beneficiary  may be changed by the participant
at any time by written notice. In the event of the death of a participant and in
the absence of a beneficiary  validly designated under the Plan who is living at
the time of such  participant's  death,  the Company  shall  deliver such shares
and/or cash to the executor or  administrator  of the estate of the participant,
or if no such executor or administrator  has been appointed (to the knowledge of
the Company),  the Company,  in its  discretion,  may deliver such shares and/or
cash  to the  spouse  or to any  one or  more  dependents  or  relatives  of the
participant,  or if no spouse,  dependent  or relative is known to the  Company,
then to such other person as the Company may designate.


15.      TERMINATION OR SUSPENSION OF THE PLAN.

         (a) The Board may suspend or terminate  the Plan at any time. No rights
may be  granted  under  the  Plan  while  the Plan is  suspended  or after it is
terminated.

         (b) Rights and  obligations  under any rights granted while the Plan is
in effect shall not be altered or impaired by suspension or  termination  of the
Plan, except as expressly provided in the Plan or with the consent of the person
to whom such rights were  granted or except as necessary to comply with any laws
or governmental regulation.

16.      EFFECTIVE DATE OF PLAN.

         The Plan shall become  effective  as  determined  by the Board,  but no
rights  granted under the Plan shall be exercised  unless and until the Plan has
been approved by the shareholders of the Company.



                                       9.